The plot of the game revolves around Doctor Doom and Albert Wesker assembling a team of villains powerful enough to destroy both the Capcom and Marvel universes, while tapping into energies that cause the worlds to blend — but a greater threat arises from their plans that threatens the fate of two worlds. The game was released on February 15, 2011 (February 18 for the PAL region).

The roster of the first game did not quite reach the 56 characters of the predecessor, but it included several old favorites and numerous newcomers to keep up with the popularity of certain characters of the time. The playable characters in "vanilla" MvC3 are:

Capcom later released Ultimate Marvel vs. Capcom 3, which added more fighters to the stacked roster and helped rebalance the current roster (amongst other things). Ultimate also snagged a PlayStation Vita release, to boot. The newcomers added to the roster by Ultimate are:

Live and let die! FIGHHHHT!!

Achievement System: In addition to the system-standard Achievements/Trophies, there's also a list of icons and titles for the player's in-game profile, which are unlocked primarily by completing the game's story mode with various characters. The player can also view the requirements for each title and icon.

All There in the Manual: The main game says practically nothing about the plot, and even the intro movies aren't particularly telling in that regard. However, the tie-in comic that came with the special edition explains that Wesker had joined forces with Dr. Doom's newest incarnation of the Masters of Evil (composed of M.O.D.O.K., Super-Skrull, Taskmaster and, oddly enough, Magneto), and they plan to steal energy from Galactus himself in order to seize both worlds (hence the big purple guy's involvement with the whole mess). However, it still doesn't say how the worlds crossed over in the first place, especially since the main characters from both universes are engaged on Let's You and Him Fight next thing we know.

A widely accepted explanation among fans is that the crossover between the Capcom and Marvel universes took place during Marvel Superheros, courtesy of Thanos's Infinity Gauntlet. Which Makes Sense In Context.

Ambidextrous Sprite: Averted for much of the cast, but forced to be played straight with others. The gameplay is still 2D, but the character models are 3D, just as it is in Street Fighter IV. Most characters who are visually asymmetrical will have their core appearance visually reflect changing from left to right. For example, Haggar's shoulder strap remaining over his left shoulder regardless of which side he's facing. Nathan Spencer isn't so lucky, as his arm has to switch sides in order to keep his gameplay balanced for both sides of the field. Characters who use a 1-handed weapon, such as Wesker's Samurai Edge gun, will switch the arm they fire with.

Announcer Chatter: In addition to the normal announcer that declares simple fighting game terms like "Air Combo!", "Crossover Counter!", etc., a second, female announcer adds color commentary to the match. On the title screen, both the male and female announcer do a Title Drop on the title screen. The male announcer also says stuff like "A new character has been unlocked!" or "Thank you for playing!"

April Fools' Day: In the decade in between 2 and 3, there were more than a few jokes played with fake (and very convincing) MvC3 screenshots whipped up. On said day, in 2011, an event was made available where all opponents were teams of M.O.D.O.K.s.

Arbitrary Gun Power: All the characters who use firearms, to the point where a good series of kicks can do more harm than a bullet. Exemplified by Chris Redfield, where a full 7-hit punching combo (Light One-Two) will do as much damage as some of his hyper combos, which all use guns.

Arbitrary Skepticism: In Ultimate, after defeating Thor, both Iron Man and Hawkeye state in their winquotes that they never believed in his godhood. This is despite them having received proof, time and again, of Thor being what he is and everything related to it.

A couple of the select songs are also remixes of "Wanna Take You for a Ride" (e.g. the character select screen for the Training Mode).

One of the earliest hints of MvC3's release was a tweet on Capcom's official Twitter account, noting that they would be making announcement later in the day that was "so pringles."

Ultimate ascended a few memes which had become popular in Vanilla, such as a reappearance of Arthur's "Huzzah!" and Deadpool pointing out the resemblance between "Phantom Dance" (i.e. Maximum Wesker) and "Maximum Spider."

Deadpool upon defeating Magneto has him say: "I just beat Mag-friggin'-neto! WHERE YO' CURLEH MUSTACHE AT"

The term "Stream Monster"note A fighting game community term for fans who only watch and chat in live streams and don't compete or participate in the community proper. is now a displayable title in UMVC3.

Ascended Extra: Ghost Rider, Phoenix Wright, Firebrand, Nemesis, Iron Fist, and Doctor Strange, who all only had cameo appearances in the original game (mostly in endings; a Red Arremer could also be seen in the Ghosts 'n Goblins stage), make the jump to playable status in Ultimate MvC3.

Author Appeal: Marvel confirmed that the reason Iron Fist is wearing his classic costume & not his post-Civil War attire is because Capcom specifically asked to use that costume.

Avengers Assemble: Put Captain America, Iron Man, and Thor together, and the one on point (only Cap and the Shellhead; Thor will only say his usual quotes) will shout this. Becomes somewhat ironic if Iron Man's on point, as this makes it so that he's calling for the Avengers to assemble, when he's the last to get there. And unfortunately, the other Avengers like Spider-Man, Wolverine, and the Hulk don't count towards this, although Ultimate adds Hawkeye in a similar manner to Thor (He won't say it, but Cap & Iron Man will).

The X-Men characters (if Wolverine is the point man) also get a variant of this.

Badass Normal: Chris, Haggar, Phoenix Wright and Frank West are a cop, a wrestler-turned-mayor, a lawyer and a journalist respectively, amongst a cast of half devils, planet destroying mutants and demigods. Hilariously, Phoenix Wright in Courtroom mode has the second most powerful hyper in the game,note Only Vergil's level 3 could beat it, and even then it's only a few points difference while Frank at Level 5 is arguably the most capable fighter in the game. On the Marvel side we have Hawkeye whose "superpower" is being a damn good archer.

Batman Can Breathe in Space: The final boss battle takes place on a floating piece of rock in the depths of space. No-one has a problem with this.

"Sorry guys, I've tried to be nice with my clarifications, but you're simply off-base. The MvC3 control scheme is overwhelmingly similar to MvC2. Imagine there was a contest between TvC and MvC2 control schemes, with some people arguing for each side. With the way the controls are at the moment, the "We want controls like MvC2" team has undisputedly won."

Parodied by Deadpool, yelling at Magneto "Welcome to Die!" at the beginning of the fight, in reference to the classic X-Men Arcade game's own BIT.

Book Ends: In the first moments of the intro movie, Ryu and Wolverine are fighting and Ryu is knocked onto his back. After a dazed second or two, Ryu sees a hand reaching to help him up. He grasps for it to find nothing actually there, then he heaves himself up and goes on. At the end of the intro movie, Ryu is again thrown on his back, this time by the Marvel villains, and is unable to get up. Ryu sees the hand reaching for him again, this time finding that it's real, and that it's Wolverine, who pulls him to his feet.

Boring but Practical: TAC infinites, though sometimes players may perform variations on some of them to make them a little more exciting.

Button Mashing: As demonstrated here, this can be done in Ultimate to extend the damage on a hyper combo attack.

Calling Your Attacks: You'd expect this with the Fighting Game characters, naturally. But it even extends to the Marvel Superheroes, among others. For this game, this trope was not only kept, but applied to the new characters, both Capcom and Marvel. Deadpool will even call his taunts.note "TAUNT BUTTON!!!"

Card Battle Game: Ultimate adds a new "Heroes and Heralds" mode for DLC that takes the classic Marvel vs. Capcom fighting gameplay and applies ability cards to the mix. To be exact, the player chooses their favorite three Marvel or Capcom heroes (or villains) and fight against heralds of Galactus (read: a team of other characters who have the chrome color scheme of the sub-bosses) to defend and save the Earth. The cards in the game give status buffs to stuff like combo ability, X-Factor, vitality and others.

Chrome Champion: Galactus' Heralds. The "Heroes & Heralds" mode for Ultimate allows any character on the roster to have this appearance.

Clothes Make the Legend: Well, naturally. Though alternate costumes (three for each fighter; increased into five for Ultimate) can represent or homage outfits from past events or continuities (see the Shout Out page).

Combination Attack: Double and Triple Supers, also known as "Team Hyper Combos", involve all available team members executing their Hyper attack simultaneously.

Comeback Mechanic: X-Factor boosts the speed and attack power of the current player character. The fewer characters the player has remaining on his or her team, the stronger X-Factor becomes. In addition, it heals HP where indicated on the bar as red—the closer a character is to being knocked out, the bigger the red portion and thus the more a character can feasibly heal via X-Factor.

Competitive Balance: like most 2D fighting games, (Ultimate) Marvel vs Capcom 3 fighters mostly fit into three builds: rushdown, turtle, and zoner. What's more, all fighters are designed to best fill certain roles in a team: point, middle, and anchor.

Beginning with the builds:

A rushdown fighter is one who specializes in closing distance and smothering the enemy with physical attacks. Using mixups, throws, or raw surprise, they break their enemy's guards to initiate combos. Rushdown purists include the best there is, Iron Fist and Vergil.

A zoner is a fighter who specializes in keeping safe distance from the enemy and attacking from that distance, be it with projectiles, long-reaching physical attacks, traps, or even Assist Characters. Some push their enemies; others retreat between shots. Some aim for chip damage; others depend on ranged combos. But the end result is mostly the same: a fighter who keeps their enemy far enough that they're harmless. Zoning purists include Rocket Raccoon, Arthur and Ghost Rider.

The point fighter is the first to see combat, meaning they have access to two assists, but very little hyper meter, and can't use X-Factor effectively. Point fighters are typically powerful without X-Factor and self-sufficient in terms of hyper meter, but suffer an Achilles' Heel or two that assists must rectify. Iron Fist, for example, needs assists to cut projectiles out of his path and to manage airborne enemies (as he struggles to do so himself). Many good point fighters are also "batteries", meaning they build disproportionately large amounts of meter which can be saved for the fighters who follow. Dante, for example, can build twice as much meter as he spends in a full combo.

A middle fighter is the second fighter to see combat, after the point fighter has been KO'd. The middle fighter is characterized by their powerful assists and excellent synergy, meaning that all of their assist functions connect cleanly for outstanding results. Become some assists functions can only be offered by the middle fighter, and not the anchor (such as D.H.C's* Delayed Hyper Combos, in which a point fighter's Hyper Combo is cancelled into the middle fighter's Hyper Combo, effectively chaining their effects and tagging the middle fighter in as the new point fighter and T.A.Cs* Team Aerial Combos, in which the point fighter tags the middle fighter during their combo, leaving them to carry the combo and fight as point), these are of utmost importance. Taskmaster, for instance, offers the powerful Aim Master arrow assist, and his Legion Arrow Hypers have D.H.C synergy with everything. Doctor Doom, on the other hand, offers any of three lethal assists and T.A.C Infinites. Note that middle fighters often benefit from specific assists themselves, which the anchor may supply. Iron Man, for example, has the powerful Unibeam and Repulsor Blast assists, but relies on ranged assists to make his zoning effective and his rushdown safe, and benefits greatly from OTG assists.

The anchor fighter is the final fighter, who must fight unassisted. They are in many ways the opposite of the point fighter: lacking glaring weaknesses for assists to cover, but requiring meter and X-Factor, * which increases a fighter's damage, speed, grants health regeneration and immunity to chip damage to secure comebacks or even basic effectiveness, and because the anchor supplies assists for both the point and middle fighters, the middle fighter especially, they typically possess powerful assists themselves, such as Vergil's Rapid Slash. Vergil, for example, has two transformation Hypers and typically uses both when he anchors, in combination with X-Factor, making him very demanding in resources. But to pay that back, he offers the vicious Rapid Slash and Rising Sun assists.

The Computer Is a Cheating Bastard: It's very subtle for a fighting game, but the last few teams on Very Hard difficulty gain some bonuses not available to the player, mostly in terms of increased attack speed and priority, as well as the ability to block in the mid-attack. Ultimate ramps this up by making sure that enemy fighters will use the best combos possible to trap you in a loop, and will almost always end it with a hyper.

Curbstomp Battle: Online battles can be this. Possible Inversion in the final battle against Galactus who shouldn't have so much trouble to destroy most of the playable roster, much less by a lawyer, a pro wrestler and a guy with a golf club.

Dear Negative Reader: Christian Svensson (Capcom USA's Vice President) has had enough with fans complaining about Mega Man so he replied with this on a question of the apparent "trolling Mega Man fans":

So to understand you correctly, we can't use Mega Man in any form or make any references (other than as a playable character) without pissing some folks off? I think you need thicker skin. I'd also think as a fan, you should like to see any/all exposure for Mega Man to raise awareness for the brand in any form, even if you personally aren't satisfied by the execution.

Even worse is the Days of Future Past stage in Ultimate, complete with the "Apprehended"/"Slain" posters having characters of the previous Marvel vs. Capcom games on them as well. Creepy. Plus all the Sentinels Hunting mutants down.

Excuse Plot: Unlike the previous installments, it actually has something of a plot, but it's mainly "Wesker and Doom team up to gather villains to take over both realities".

The lack of the expected story mode makes this a much straighter example than some would have hoped.

Though there's more than a bit of All There in the Manual too, as there's quite a bit going on, but only in the supplemental materials and Word of God. Let's see... the two worlds are converging-likely caused by Dormmammu. This leads to the usual "heroes from both worlds waste their time fighting each other." Meanwhile, Wesker and Doom are attempting to use the chaos to their advantage, but the portals between the two worlds are unstable and they decide (due to an idea by the Super Skrull) to attempt to use energy from Galactus' ship. Though they are confident they can do it without the big guy knowing, they are wrong, and the enraged Physical God then comes to earth to exact his vengeance. Doom's ending suggests he attracted the big guy's attention on purpose; Wesker's ending suggests he was surprised but just rolled with it.

As seen above, the "Heroes and Heralds" mode in Ultimate has its fair share of this.

Flawless Victory: The vanilla game did not acknowledge a perfect victory, but Ultimate fixed that. Interestingly, the announcer says "PERFECT!" right as you land the knockout blow instead of after the victory poses.

Leitmotif: Each character has a musical theme associated with them, and the background music during a fight switches accordingly as players swap between characters. Nothing says Big Damn Heroes quite like switching out to a character and winning a match with their music playing.

Let's You and Him Fight: The first intro movie plays the whole "Marvel vs. Capcom" thing straight (according to the tie-in comic, there was apparently a world-merger that neither party was aware of, so both groups believe that the other are invaders) by pitting Wolverine, Iron Man, Hulk, and Deadpool against Ryu, Morrigan, Chris, and Dante. This is interrupted by the advent of Dormammu at the end of the first intro movie. By the time the second intro movie rolls in, the heroes of both sides have banded together to deal with their mutual enemies.

Lost Forever: As of late December 2013, Jill, Shuma-Gorath, and the DLC costumes (as well as the digital release of Marvel Vs. Capcom 2) have be removed from the PSN and XBLA stores. They were likely removed because Capcom's contract with Marvel pertaining to them ran out.

Frank West has a Magikarp Power system - his moves aren't so impressive at first, but he can rack up "EXP" by comboing the enemy with enough hits and then takes a snapshot with his camera, in order to "level up". He has 5 levels; higher level means improved moves as well as unlocking certain moves to use.

Phoenix Wright plays entirely around "evidences" and Stance System: Investigation Mode (his weakest form) is mainly to find evidences, the Trial Mode is used to use the evidences as weapons. When he has 3 evidences ready, during this mode he can pull off an OBJECTION! which, if hits, will let him go to Turnabout Mode, with improved normal and special attacks, as well as his Lv 3 hyper that is the second strongest in the game.

Mood Whiplash: The cinematics tend to cut from dead-serious action to mildly comic slapstick, as in the second intro movie, where Joe and Ammy charge up the Super Skrull's arm, miss, and discover that Gravity Is a Harsh Mistress, or the opening scene in which Thor's battle with Dormammu is interrupted by a comic sequence of Haggar and Felicia failing to save one of his campaign billboards.

Moonwalk Dance: Deadpool moonwalks whenever he walk backwards, as opposed to other characters.

Muscles Are Meaningless: Generally averted; the characters who are physically-oriented brawlers have the build to match, while those who play keep-away or use weapons tend to be lighter and smaller.

Non-Lethal K.O.: As standard for a fighting game, enemies are simply knocked out, not killed (you can even see the prostrate fighter still breathing). However, the dialogue options for some villains suggest that it becomes the Lethal version shortly afterward — or worse.

Two exceptions are Zero and Strider Hiryu, who have death animations taken from their own source games.

Old Save Bonus: Ultimate players have access to the DLC alternate costumes from vanilla as well as Galactus Mode right off the bat if they still have a save state.

Out of Focus: A number of characters didn't make it into the official promo trailers, including Taskmaster, Hsien-Ko, Akuma, Sentinel and C. Viper. Jill and Shuma-Gorath didn't make the cut, but as DLC that's kind of excusable.

Panty Shot: Averted with Jill's alternate costume. If you attempt to use the Model Viewer to look under her skirt, all that will greet you is solid black space that ends at her thighs.

Perfect-Play A.I.: This trope returns with a vengeance, particularly on the harder difficulty settings. The computer shamelessly uses input-reading to fight against the player, using the perfect counter to the player's actions within nanoseconds. For example, let's assume that you attempt to jump against Super-Skrull or She-Hulk—instant anti-air grab! Now try to attack Wesker or Taskmaster—immediate counterattack hyper combo! Granted, this is the only way an AI has a chance against someone who actually knows how to play the game, because once a veteran player lands a single hit, the typical combo will automatically KO the character(s) being attacked.

Popularity Power: Aside from the constant Internet Backdraft and Base Breaker status the newcomers have caused in the game, newcomers from both Marvel and Capcom were already well established characters in their comics (Marvel) and games (Capcom) with years to whole decades of characterization; but C. Viper is the one who takes this trope to heart, she has appeared in no more than two games with only 2 years of characterization, no cameos in other games, nothing, and yet she's iconic enough to appear in crossover games already. Mind you that she wasn't even intended to be the icon of Street Fighter IV; Abel was supposed to be the center of it, but the fans welcomed C. Viper as their main and apparently Capcom caught on to this too.

Power Creep, Power Seep: Power scales are all over the place. How can Jill Valentine hurt the Hulk with kicks and guns? How can anybody stand a chance against galactic/universal entities like Galactus, Phoenix, Dormammu and Shuma-Gorath? Are Morrigan and Dante fighting at their full power or holding themselves back? Who the hell knows and who the hell cares?

Thanks to Ultimate, you pretty much have to accept it for Phoenix Wright or Frank West to be able to fight almost anyone on the roster.

Power Floats: Storm, Magneto, Doctor Strange and Morrigan never actually make contact with the ground unless knocked over.

Power Glows: Many strong attacks are accompanied with a bright glowing effect.

Doctor Strange's hands glow constantly.

If you look closely, there's a red glow underneath Shuma-Gorath all the time when he's on the ground and Morrigan kicks up a visible trail of green flame as she 'walks'.

Random Power Ranking: The Marvel Power Grid is used to measure the powers of the characters, shown in their bio. In vanilla it had many discrepancies concerning Capcom characters but has since been fixed as of Ultimate.

Story And Gameplay Segregation: Some of the ratings should be taken with a grain of salt in regards to how a character plays. For example, Thor is ranked 7 in speed, the highest number on the scale. In-game, he's a MIGHTYGLACIER!

Say My Name: Characters shout the names of their teammates while tagging out, although several of them vary it up depending on who they're paired with (i.e. Spidey calling Magneto "Maggy", Trish or Rocket calling for Amaterasu with "Here, pooch!" or "Get that dog in here!", Morrigan referring to Felicia as "Kitty", the several examples of First Name Basis, etc.). When used in rapid succession (such as during Team Aerial Raves), it can border on a Rocky Roll Call.

Sequential Boss: Not only do you have to defeat two of Galactus' heralds (selected randomly from Doom, Wesker, Dormmamu and Akuma), but you have to fight Galactus immediately afterward with whatever characters and health you have left over.

Announcer (before the Boss Battle): "The battle for Earth! Live and let die! FIGHT!"

Throw The Mook At Them: Frank West can misdirect and toss Zombies that are attacking him to instead go after his opponent. Jill Valentine in her MvC2 incarnation also did this to a degree, but she primarily just dodged zombies coming her way rather than throw them.

Troper Critical Mass: When the game was announced, every example of it went into the Capcom vs. Whatever page. It eventually grew so big, (even with all the sorting—as in, subjective tropes to YMMV, etc.—) that halfway it had to be cut into three other pages (Marvel vs. Capcom, Capcom vs. SNK, and Tatsunoko vs. Capcom). And then, the Marvel vs. Capcom page became SO big, with half of it being MvC3 examples... so it had to be cut again. Cue this same page. The best part? The game wasn't even on the shelves yet.

Turns Red: X-Factor, which temporarily increases your team's speed and power, as well as slowly regain health. Unlike most examples of this trope, you can subvert this since you can use it as soon as you start a match.note X-Factor is more powerful the weaker you are, however. Waiting to use it when 2 out of 3 of your characters are knocked out follows this trope more closely.

The Unfavorite: Invoked by Word of God. A tweet by one of the devs cited the targeting of overseas markets as the reason Breath of Fire will once again be absent from a Capcom crossover game, despite that the series has received localized ports.

However, Breath of Fire characters do show up in the Heroes and Heralds mode. As power-up cards, but at least it's something.

Unusually Uninteresting Sight: Zigzagged. Put a green-haired woman, a white wolf, and a little man in red up to fight a green giant and two people with metal claws coming out of their hands and the characters in some backgrounds will ignore the scuffle — but others will avidly watch. Even the fighters themselves seldom comment on the strange assemblage that's trying to take them down.

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